Common use of Environmental Audits Clause in Contracts

Environmental Audits. (a) Within forty-five (45) days after the exercise of either the Call or the Put, GRC may, at GRC’s expense, perform a Phase I environmental audit on the Leased Real Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). If any such Phase I environmental audit includes a recommendation that additional testing or investigation is warranted, GRC may, at GRC’s expense, perform a Phase II or other recommended non-Phase I environmental audit of the Leased Real Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable and in no case longer than 90 days following the exercise of either the Call or the Put, as applicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). Emmis shall use commercially reasonable efforts to cooperate in scheduling such audits and providing reasonable access to the sites and shall use commercially reasonable efforts to enable GRC to have access as expeditiously as possible, subject to the provisions of the Real Property Leases. (b) If any written Phase I, Phase II or other environmental audit contracted by GRC from an environmental consultant correctly identifies a condition requiring corrective action under applicable Environmental Laws on any Leased Real Property site, including without limitation the presence of Hazardous Substances requiring remediation under applicable Environmental Laws that is not substantially the same as a matter set forth in the Existing Reports (an “Environmental Condition”), then GRC shall promptly notify Emmis in writing of such Environmental Condition and deliver to Emmis true and correct copies of any draft or final environmental audits. As used herein, the “Existing Reports” means the Phase I environmental assessments with respect to the Leased Real Property obtained by GRC prior to the date of this Agreement. (c) If the Environmental Condition was caused by Emmis (or its employees, agents, or invitees), Emmis shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, at Emmis’ sole cost and expense, and if it could reasonably be expected to result in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law. (d) If the Environmental Condition was caused by GRC (or its employees, agents, or invitees), GRC shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects at its sole cost and expense, and Closing shall not be delayed on account of such Environmental Condition. (e) If the Environmental Condition was caused by a tenant or other third party (not an employee, agent, or invitee of Emmis or GRC), then Emmis and GRC shall proceed together to use commercially reasonable efforts to cause the responsible party to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, sharing equally in the cost and expense of such efforts, and if it could reasonably be expected to result in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law or an alternative arrangement mutually agreeable to the parties is effected (which both parties shall cooperate in good faith to effect if reasonably requested by a party). (f) If applicable due to Closing delays pursuant to this Section, Emmis and GRC shall request all available extensions to the FCC Consent, and if such consent expires, the parties shall immediately re-file and thereafter prosecute the FCC Application. Subject to completion of the corrective action contemplated in this Section 6.10, Emmis’ representations and warranties shall be deemed modified to take into account any Environmental Condition.

Environmental Audits. (a) Within forty-five (45) days after If Mortgagee has reason to believe that there are any Hazardous Substances on the exercise Mortgaged Property and/or that Mortgagor has breached any of either the Call or the Putterms and conditions of this Section 7, GRC Mortgagee may, at GRC’s expenseas it deems necessary in its sole discretion, perform a Phase I conduct environmental audit on the Leased Real Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). If any such Phase I environmental audit includes a recommendation that additional testing or investigation is warranted, GRC may, at GRC’s expense, perform a Phase II or other recommended non-Phase I environmental audit of the Leased Real Mortgaged Property sites; provided that GRC shall use its commercially reasonable efforts from time to cause such audits to be completed as soon as practicable and in no case longer than 90 days following the exercise of either the Call or the Puttime, as applicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). Emmis shall use commercially reasonable efforts to cooperate in scheduling such audits and providing reasonable access tests to the sites and shall use commercially reasonable efforts to enable GRC to have access as expeditiously as possible, subject to the provisions of the Real Property Leases. (b) If any written Phase I, Phase II or other environmental audit contracted be conducted by GRC from an environmental consultant correctly identifies a condition requiring corrective action under applicable Environmental Laws chosen by Mortgagee. Mortgagor shall pay Mortgagee on any Leased Real Property site, including without limitation demand the presence of Hazardous Substances requiring remediation under applicable Environmental Laws that is not substantially the same as a matter set forth in the Existing Reports (an “Environmental Condition”), then GRC shall promptly notify Emmis in writing reasonable costs of such Environmental Condition and deliver to Emmis true and correct copies of any draft audits or final environmental auditstests. As used herein, the “Existing Reports” means the Phase I Any such environmental assessments shall be considered the property of Mortgagee, and Mortgagee shall owe no duty of confidentiality to Mortgagor with respect to the Leased Real Property obtained contents thereof. However, Mortgagor shall be provided with copies of all reports and relevant correspondence. It is hereby acknowledged by GRC prior to M▇▇▇▇▇▇▇▇ that Mortgagee shall not vouch for or assume any responsibility for the date scope of this Agreement. (c) If the Environmental Condition was caused by Emmis (detail, contents or its employees, agents, or invitees), Emmis shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, at Emmis’ sole cost and expenseaccuracy of any such environmental assessment, and if that neither Mortgagor nor any other party shall have any recourse to or claim against Mortgagee for any act of omission or commission of the environmental consultant. Mortgagor shall fully cooperate with the environmental consultant. Mortgagee may also from time to time, as it could deems to be reasonably be expected necessary and at the expense of M▇▇▇▇▇▇▇▇, obtain legal advice from an attorney competent in environmental law regarding the environmental condition of the Mortgaged Property. Mortgagee shall also have the right to result in require, from time to time, but, provided there has occurred no Event of Default, not more frequently than once per year, a material liability to certification by Mortgagor and any tenants of the Qualified Designee Mortgaged Property whether or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law. (dnot there has been any change(s) If the Environmental Condition was caused by GRC (or its employees, agents, or invitees), GRC shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects at its sole cost and expense, and Closing shall not be delayed on account of such Environmental Condition. (e) If the Environmental Condition was caused by a tenant or other third party (not an employee, agent, or invitee of Emmis or GRC), then Emmis and GRC shall proceed together to use commercially reasonable efforts to cause the responsible party to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, sharing equally in the cost and expense of such efforts, and if it could reasonably be expected to result in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law or an alternative arrangement mutually agreeable to the parties is effected (which both parties shall cooperate in good faith to effect if reasonably requested by a party). (f) If applicable due to Closing delays pursuant to this Section, Emmis and GRC shall request all available extensions to the FCC Consent, and if such consent expires, the parties shall immediately re-file and thereafter prosecute the FCC Application. Subject to completion environmental condition of the corrective action contemplated in this Section 6.10, Emmis’ representations and warranties shall be deemed modified to take into account any Environmental ConditionMortgaged Property.

Environmental Audits. Upon request by Landlord during the Term, Landlord at its sole cost and expense shall have reasonable access to the Demised Premises for conducting an environmental audit from an environmental company reasonably acceptable to Landlord, at Landlord’s cost and expense, except as herein provided. In addition, if Landlord has a good faith and reasonable reason to believe that Hazardous Substances have been introduced to the Demised Premises by Tenant or Tenant’s agents, employees, contractors, sublessees or assignees, in violation of this Lease, then Landlord shall specify the reasons to Tenant, and if Tenant does not provide information to Landlord’s reasonable satisfaction regarding the suspected presence of Hazardous Substances in violation of this Lease, Landlord may request that Tenant perform an environmental audit from an environmental company reasonably acceptable to Landlord. If Tenant gives Landlord written notice that Tenant does not intend to perform such audit, or if Tenant fails to complete such audit within thirty (a) Within forty-five (4530) days after the exercise following Landlord’s request, then Landlord may perform such audit (a “Requested Audit”). Any investigation or activity undertaken by Landlord (including to remediate Hazardous Substances or to cure a violation of either the Call or the Put, GRC may, at GRC’s expense, perform a Phase I environmental audit on the Leased Real Property sites; provided that GRC Hazardous Materials Laws) shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessarySection 20.1, and shall be undertaken in a manner designed to minimize any material interference with the normal conduct of business and Tenant’s operations in the Demised Premises and use of the Limited Common Elements and General Common Elements (including access and parking). If any such Phase I environmental audit includes a recommendation that additional testing or investigation is warranted, GRC may, at GRC’s expense, perform a Phase II or other recommended non-Phase I environmental audit of the Leased Real Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable and in no case longer than 90 days following the exercise of either the Call or the Put, as applicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). Emmis shall use commercially reasonable efforts to cooperate in scheduling such audits and providing reasonable access to the sites and shall use commercially reasonable efforts to enable GRC to have access as expeditiously as possible, subject to the provisions of the Real Property Leases. (b) If any written Phase I, Phase II or other environmental audit contracted by GRC from an environmental consultant correctly identifies a condition requiring corrective action under applicable Environmental Laws on any Leased Real Property site, including without limitation discloses the presence of Hazardous Substances requiring remediation under applicable Environmental Laws that is not substantially and such Hazardous Substances were introduced to the Demised Premises by Tenant or Tenant’s agents, employees, contractors, sublessees or assignees, then to the extent the same as a matter set forth are in violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of the Existing Reports (an “Environmental Condition”)Demised Premises to Landlord. If any Requested Audit discloses the presence of Hazardous Substances in violation of applicable Hazardous Materials Laws and such Hazardous Substances were introduced to the Demised Premises by Tenant or Tenant’s agents, employees, contractors, sublessees or assignees, then GRC Tenant shall promptly notify Emmis in writing reimburse Landlord for the reasonable out-of-pocket cost of such Environmental Condition and deliver Requested Audit paid by Landlord to Emmis true and correct copies of any draft or final environmental audits. As used herein, the “Existing Reports” means the Phase I environmental assessments with respect to the Leased Real Property obtained by GRC prior to the date of this Agreementunrelated third parties. (c) If the Environmental Condition was caused by Emmis (or its employees, agents, or invitees), Emmis shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, at Emmis’ sole cost and expense, and if it could reasonably be expected to result in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law. (d) If the Environmental Condition was caused by GRC (or its employees, agents, or invitees), GRC shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects at its sole cost and expense, and Closing shall not be delayed on account of such Environmental Condition. (e) If the Environmental Condition was caused by a tenant or other third party (not an employee, agent, or invitee of Emmis or GRC), then Emmis and GRC shall proceed together to use commercially reasonable efforts to cause the responsible party to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, sharing equally in the cost and expense of such efforts, and if it could reasonably be expected to result in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law or an alternative arrangement mutually agreeable to the parties is effected (which both parties shall cooperate in good faith to effect if reasonably requested by a party). (f) If applicable due to Closing delays pursuant to this Section, Emmis and GRC shall request all available extensions to the FCC Consent, and if such consent expires, the parties shall immediately re-file and thereafter prosecute the FCC Application. Subject to completion of the corrective action contemplated in this Section 6.10, Emmis’ representations and warranties shall be deemed modified to take into account any Environmental Condition.

Environmental Audits. (a) Within forty-five (45) days after the exercise of either the Call or the Put, GRC may, at GRC’s expense, perform a Phase I environmental audit on the Leased Real Property sites; provided At such times as Mortgagee reasonably determines that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). If any such Phase I environmental audit includes a recommendation that additional testing or investigation is warranted, GRC may, at GRC’s expense, perform a Phase II or other recommended non-Phase I an environmental audit of the Leased Real Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable and in no case longer than 90 days following the exercise of either the Call or the Put, as applicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). Emmis shall use commercially reasonable efforts to cooperate in scheduling such audits and providing reasonable access to the sites and shall use commercially reasonable efforts to enable GRC to have access as expeditiously as possible, subject to the provisions of the Real Property Leases. (b) If any written Phase I, Phase II or other environmental audit contracted by GRC from an environmental consultant correctly identifies a condition requiring corrective action under applicable Environmental Laws on any Leased Real Property site, including without limitation for the presence of Hazardous Substances requiring remediation is necessary in order to determine whether the value of the Real Property has been or may in the future be impaired by the presence of Hazardous Substances on, about or under applicable the Real Property (but no more often than once every five years unless Mortgagee has reason to believe that Hazardous Substances may be present). Mortgagor shall retain, upon request of Mortgagee, or Mortgagee may retain directly, at the sole cost and expense of ▇▇▇▇▇▇▇▇▇, a licensed geologist, industrial hygienist or an environmental consultant (the "Environmental Laws that is not substantially Consultant") acceptable to Mortgagee to conduct an environmental audit of the same Real Property. ▇▇▇▇▇▇▇▇▇ shall afford any person conducting an environmental audit access to the Real Property and all materials reasonably requested in connection with the environmental audit. In light of the possible passage of title to Mortgagee as a matter set forth in result of Default, any requirement of an environmental audit by Mortgagee shall be deemed reasonable if a Default exists. Such a requirement shall also be deemed reasonable if Mortgagee has received notice of the Existing Reports (an “Environmental Condition”)likely existence of Hazardous Substances on, then GRC about or under the Real Property. Mortgagor shall promptly notify Emmis in writing of such Environmental Condition pay the cost and deliver to Emmis true and correct copies expenses of any draft or final environmental audits. As used herein, the “Existing Reports” means the Phase I environmental assessments with respect to the Leased Real Property audit obtained by GRC prior to the date of this Agreement. (c) If the Environmental Condition was caused by Emmis (or its employees, agents, or invitees), Emmis Mortgagee on demand. Mortgagor shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respectsat Mortgagee's request comply, at Emmis’ ▇▇▇▇▇▇▇▇▇'s sole cost and expense, and if it could reasonably be expected with all recommendations contained in the environmental audit required to result in a material liability to bring the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material Real Property into compliance with applicable all Environmental Law. (d) If the Environmental Condition was caused by GRC (or its employees, agentsLaws, or invitees)for additional testing and studies to further determine the location, GRC shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects at its sole cost quantity and expense, and Closing shall not be delayed on account types of such Environmental ConditionHazardous Substances detected by an environmental audit. (e) If the Environmental Condition was caused by a tenant or other third party (not an employee, agent, or invitee of Emmis or GRC), then Emmis and GRC shall proceed together to use commercially reasonable efforts to cause the responsible party to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, sharing equally in the cost and expense of such efforts, and if it could reasonably be expected to result in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law or an alternative arrangement mutually agreeable to the parties is effected (which both parties shall cooperate in good faith to effect if reasonably requested by a party). (f) If applicable due to Closing delays pursuant to this Section, Emmis and GRC shall request all available extensions to the FCC Consent, and if such consent expires, the parties shall immediately re-file and thereafter prosecute the FCC Application. Subject to completion of the corrective action contemplated in this Section 6.10, Emmis’ representations and warranties shall be deemed modified to take into account any Environmental Condition.

Environmental Audits. (a) Within forty-five (45) days after the exercise of either the Call or the Put, GRC mayUpon Mortgagee's request, at GRC’s expenseany time and from time to time while this Mortgage is in effect, perform a Phase I Mortgagor shall permit Mortgagee and/or its agents to inspect or conduct an environmental audit on the Leased Real Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). If any such Phase I environmental audit includes a recommendation that additional testing inspection or investigation is warranted, GRC may, at GRC’s expense, perform a Phase II or other recommended non-Phase I environmental audit of the Leased Real Mortgaged Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable and in no case longer than 90 days following the exercise of either the Call or the Put, as applicable; and provided further that such assessments are conducted upon reasonable prior notice (and subject to landlord consent if necessary). Emmis shall use commercially reasonable efforts to cooperate in scheduling such audits and providing reasonable access to the sites and shall use commercially reasonable efforts to enable GRC to have access as expeditiously as possible, subject to the provisions of the Real Property Leases. (b) If any written Phase I, Phase II or other environmental audit contracted by GRC from an environmental consultant correctly identifies a condition requiring corrective action under applicable Environmental Laws on any Leased Real Property site, including without limitation for the presence of Hazardous Substances requiring remediation under applicable Environmental Laws or Asbestos, and Mortgagor hereby grants to Mortgagee and its employees and agents access to the Mortgaged Property and a license to undertake such inspection or audit. Mortgagor shall reimburse Mortgagee for the cost of any such inspection or audit (including the cost of licensed hydrologists or licensed environmental engineer, and similarly qualified third parties approved by Mortgagee) conducted by or at Mortgagee's direction, if: (i) Mortgagee shall initiate that is inspection or audit based upon a good faith concern relating to the potential presence of Hazardous Substances or Asbestos on the Mortgaged Property (including, by way of illustration and not substantially of limitation, any additional investigation or analysis initiated based upon a recommendation contained in the same report of any Phase I audit or inspection, even if no Asbestos or Hazardous Substances are discovered as a matter set forth in result of that additional investigation or analysis); or (ii) the Existing Reports (an “Environmental Condition”), then GRC shall promptly notify Emmis in writing of such Environmental Condition and deliver to Emmis true and correct copies results of any draft inspection or final environmental audits. As used herein, audit disclose the “Existing Reports” means the Phase I environmental assessments with respect to the Leased Real Property obtained by GRC prior to the date presence of this Agreement. (c) If the Environmental Condition was caused by Emmis (any Hazardous Substance or its employees, agents, or invitees), Emmis shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, at Emmis’ sole cost and expenseAsbestos, and if it could reasonably any Remedial Work (as defined and provided in paragraph 35 of this Mortgage) shall be expected required in connection therewith. Notwithstanding the foregoing, Mortgagor shall be required to result in a material liability reimburse the Mortgagee once during the first ten years during the term of this Mortgage and thereafter once during each successive five year period during the term of this Mortgage for the costs of any such "Phase I" inspection or audit, without regard to the Qualified Designee basis upon which Mortgagee shall determine to conduct that inspection or audit, with the exception that Mortgagee shall not charge Mortgagor for the costs of any inspection or audit undertaken solely in connection with the sale, assignment or transfer of the Note and this Mortgage or any interest therein (unless payment by Mortgagor would otherwise be required under the provisions of the foregoing clause [ii]). The cost of any such inspection or audit for which Mortgagor shall be required to reimburse Mortgagee shall be added to the principal balance of the sums due under the Note and this Mortgage and shall bear interest thereafter, until paid, at the Default Rate. The obligations and liabilities of Mortgagor under this paragraph shall survive any termination, satisfaction, or assignment of this Mortgage and the exercise by Mortgagee of any of its acquisition financing lender and if required by the Qualified Designee rights or its acquisition financing lenderremedies hereunder, thenincluding, subject to Section 11.1(d)without limitation, the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law. (d) If the Environmental Condition was caused by GRC (or its employees, agents, or invitees), GRC shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects at its sole cost and expense, and Closing shall not be delayed on account of such Environmental Condition. (e) If the Environmental Condition was caused by a tenant or other third party (not an employee, agent, or invitee of Emmis or GRC), then Emmis and GRC shall proceed together to use commercially reasonable efforts to cause the responsible party to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, sharing equally in the cost and expense of such efforts, and if it could reasonably be expected to result in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law or an alternative arrangement mutually agreeable to the parties is effected (which both parties shall cooperate in good faith to effect if reasonably requested by a party). (f) If applicable due to Closing delays pursuant to this Section, Emmis and GRC shall request all available extensions to the FCC Consent, and if such consent expires, the parties shall immediately re-file and thereafter prosecute the FCC Application. Subject to completion of the corrective action contemplated Mortgaged Property by foreclosure or a conveyance in this Section 6.10, Emmis’ representations and warranties shall be deemed modified to take into account any Environmental Conditionlieu of foreclosure.